Noble Corp plc
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Mar 27, 2025
Contents
Pay versus Performance Table
As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of Noble’s financial, operational and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table sets forth additional compensation information for our NEOs for fiscal years 2024, 2023, 2022, 2021 and 2020.
2024 Pay versus Performance Table
| Value of Initial Fixed$100 Investment BasedOn: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · SummaryCompensationTable Total forFirstCEO(1)($) · SummaryCompensationTable Total forSecond orOnly CEO(2)($) · CompensationActually Paidto First CEO($)(3) · CompensationActually Paidto Second orOnly CEO($)(3) · AverageSummaryCompensationTable Total forNon-CEONEOs(4)($) · AverageCompensationActually Paidto Non-CEONEOs(5)($) · TotalShareholderReturn(6)($) · Peer GroupTotalShareholderReturn (7)($) · NetIncome($M) · Company Selected Measure: Adjusted Free Cash Flow(8)($M) | |||||||||||
| 2024 | 12,036,504 | 4,090,517 | 2,752,954 | 1,251,463 | 135.06 | 115.05 | 448 | 293 | |||
| 2023 | 9,647,383 | 34,874,444 | 2,361,871 | 6,063,404 | 197.37 | 129.88 | 482 | 197 | |||
| 2022 | 7,436,048 | 33,884,450 | 2,041,762 | 7,066,846 | 152.36 | 127.17 | 169 | 165 | |||
| 2021 | 25,270,516 | 38,099,613 | 5,033,297 | 7,386,178 | 100.24 | 79.17 | 352 | (95) | |||
| 2020 | 7,222,019 | 4,882,286 | 2,100,895 | 3,316,957 | 1,887,617 | 1,057,824 | N/A | N/A | (3,987) | 151 | |
(1)The Company had two CEOs during 2021. Effective as of the close of the Company’s Annual General Meeting of Shareholders held on May 21, 2020, Julie J. Robertson stepped down from her positions of President and Chief Executive Officer of the Company and transitioned to the position of Executive Chairman and Mr. Eifler, who formerly served as Senior Vice President—Commercial, succeeded Ms. Robertson as President and Chief Executive Officer. On February 5, 2021, when the Company successfully completed its financial restructuring and the Debtors emerged from the Chapter 11 Cases, Ms. Robertson retired from her position as Executive Chairman.
(2)The dollar amounts reported in this column are the amounts reported for Robert Eifler (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column of our Summary Compensation Table. Refer to the “Summary Compensation Table.” In the 2024 proxy statement, the 2022 and 2023 Summary Compensation Table total values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Summary Compensation Table total values for 2022 and 2023 were presented as $8,374,467 and $10,586,370, respectively
(3)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our the CEOs, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the NEOs. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In the 2024 proxy statement, the 2021-2023 Compensation Actually Paid values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Compensation Actually Paid values for 2021-2023 were presented as $38,425,385, $33,943,858 and $34,564,735, respectively.
(4)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs are a group (excluding Mr. Eifler and Ms. Robertson, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs for each applicable year are as follows:
2024: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Jennie P. Howard
2023: Richard B. Barker, Joey M. Kawaja, Blake A. Denton and Caroline M. Alting
2022: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton
2021: Richard B. Barker, William E. Turcotte, Joey M. Kawaja and Blake A. Denton
2020: Richard B. Barker, William E. Turcotte, Joey M. Kawaja, Barry Smith and Stephen M. Butz
| 56 | 2025 Proxy Statement | Noble Corporation plc |
In the 2024 proxy statement, the 2022 and 2023 Summary Compensation Table total values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Summary Compensation Table total values for 2022 and 2023 were presented as $2,261,706 and $2,631,036, respectively.
(5)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our NEOs, as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the NEOs. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In the 2024 proxy statement, the 2021-2023 Compensation Actually Paid values were presented incorrectly; the values have been restated in this disclosure. In last year’s proxy statement, the Compensation Actually Paid values for 2021-2023 were presented as $7,445,966, $7,091,051 and $6,103,833, respectively.
| Compensation Actually Paid | |||||
|---|---|---|---|---|---|
| CEO | |||||
| 2020 | 2021 | 2022 | 2023 | 2024 | |
| Total Compensation for CEO as reported in SCT for the covered year | $4,882,286 | $25,270,516 | $7,436,048 | $9,647,383 | $12,036,504 |
| Deduct pension values reported in SCT for the covered year | — | — | — | — | — |
| Deduct grant date fair value of equity awards reported in SCT for the covered year | (1,114,516) | (23,298,341) | (5,913,496) | (6,725,180) | (7,997,410) |
| Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | — | — | — | — | — |
| Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | — | 36,134,522 | 9,277,181 | 8,990,179 | 5,000,823 |
| Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | — | — | — | — | — |
| Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — |
| Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | (450,813) | — | 20,937,860 | 6,106,106 | (2,477,341) |
| Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | — | — | 2,146,857 | 16,855,956 | (2,472,059) |
| Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | — | (7,084) | — | — | — |
| Compensation Actually Paid | $3,316,957 | $38,099,613 | $33,884,450 | $34,874,444 | $4,090,517 |
| Noble Corporation plc | 2025 Proxy Statement | 57 |
|---|
| Compensation Actually Paid | |||||
|---|---|---|---|---|---|
| Non-CEO NEOs | |||||
| 2020 | 2021 | 2022 | 2023 | 2024 | |
| Total Compensation for Other NEOs as reported in SCT for the covered year | $1,887,617 | $5,033,297 | $2,041,762 | $2,361,871 | $2,752,954 |
| Deduct pension values reported in SCT for the covered year | (18,152) | — | — | (6,201) | — |
| Deduct grant date fair value of equity awards reported in SCT for the covered year | (584,520) | (4,275,914) | (1,385,999) | (1,414,413) | (1,721,110) |
| Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | — | — | — | — | — |
| Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | — | 6,631,721 | 2,174,375 | 1,886,830 | 1,103,214 |
| Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | — | — | — | — | — |
| Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — |
| Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | (227,121) | — | 3,842,700 | 1,011,881 | (485,635) |
| Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | — | — | 394,008 | 2,223,436 | (397,961) |
| Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | — | (2,926) | — | — | — |
| Compensation Actually Paid to Other NEOs | $1,057,824 | $7,386,178 | $7,066,846 | $6,063,404 | $1,251,463 |
(6)TSR is determined by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and June 9, 2021, the date of our relisting on the NYSE following our emergence from bankruptcy by (b) the Company’s share price on June 9, 2021. Legacy Noble filed its petition for bankruptcy and delisted from the NYSE on July 31, 2020 and therefore, in accordance the rules of the SEC, the Company is not providing a TSR or Peer Group TSR for 2020. In the 2024 proxy statement, the 2023 TSR value was presented incorrectly. The 2023 value is restated above using the correct TSR calculation methodology. In last year’s proxy statement, 2023 TSR was presented as $129.51.
(7)The peer group used for this purpose is the OSX index.
(8)Adjusted Free Cash Flow for 2024 is equal to adjusted EBITDA minus capital expenditures, minus net interest expense, minus cash taxes, plus or minus changes in working capital, plus or minus cost to achieve synergies adjusted for any non-recurring items. Adjusted Free Cash Flow for 2023 is equal to adjusted EBITDA minus capital expenditures, minus cash interest expense, minus cash taxes, plus or minus changes in working capital, plus or minus certain non-recurring items and adjusted to exclude rig sale proceeds. Adjustments to 2020 – 2022 free cash flow also removed merger and integration related costs (which were included in the calculations for 2023 and 2024).
| 58 | 2025 Proxy Statement | Noble Corporation plc |
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